Terms & Conditions for sale of goods to companies on foodoras e-shop
Information about the Parties
These terms and conditions (the "Terms") are applicable to all Goods (as defined below) provided by Foodora AB ("Foodora", "us", "our", "we" or the "Seller").
Foodora is an entity registered in Sweden with its registered address at Fleminggatan 20, 112 28 Stockholm, Sweden, reg. no. 559007-5643, VAT no. SE559007-564301.
By "you" or the "Buyer" we mean the legal entity that is ordering the Goods from us.
The parties are jointly referred to as the "Parties", each being a "Party".
You may contact us by using any of the contact details set out below:
Telephone number: +46 8-506 001 00
Email address: email@example.com
Agreeing to the Terms
As these Terms will apply when you purchase Goods from us, we recommend that you read and understand these Terms.
"Account" refers to the account that you register and create on the Site and/or in the App.
"App" or the “Partner Portal” refers to our application accessible via computer or mobile device where you can order to the Goods (https://shop.foodora.se/).
"Confidential Information" refers to any commercial, financial, technical and other information, as well as know-how and experience.
"Contact Information" refers to the information set out under the section "Contact Information" above.
"Contract" refers to either the purchase agreement signed by both Parties, or any purchase order or purchase order form accepted by us in writing together with these Terms, or any other way in which these Terms define or describe how a contract comes into existence. These Terms apply to the order by you and supply of Goods by us to you.
"Functions" refers to the Site, the App and your Account.
“Force Majeure” refers to events or circumstances beyond Foodora’s control, for example epidemics, pandemics, industrial dispute, strike, lockout, riot, insurrection, war, terrorist action, cyber attacks, fire, flood, embargo or by order of a public agency or law.
"Goods" refers to the goods described under the section "Goods" below, which we make available to our customers together with any other related goods, equipment, services and information made available by us to you.
“Site” refers to (/https://shop.foodora.se/)
Description of the Goods
We provide, among other things, single-use food packaging, bags and other products related to the restaurant industry. More information about the Goods can be found on the App.
The images of the Goods on the Site and in the App are for illustrative purposes only. Although we have made every effort to display the Goods accurately, we cannot guarantee that the display of the Goods accurately reflects the delivered Goods. Your Goods may vary slightly from those images. The packaging of the Goods may vary from that shown in images on the Site and in the App.
Setting up an Account
You must create an Account to order the Goods. You are not allowed to transfer the Account to others, and you may only sign up to one (1) Account. Once an Account has been successfully created, and payment has been made where prepayment is required, the Goods will be available and ready to use or order, as instructed in the App.
The Goods shall be ordered in accordance with the instructions on the Site and the App.
If Foodora accepts your order, Foodora will send you an order confirmation. Foodora may accept only parts of your order.
Foodora may require you to provide security for us to accept your order of Goods.
The information about the Goods contained in the App may occasionally be incorrect, incomplete or out of date. Where information is incorrect, we reserve the right not to accept your order for the affected Goods, or if your order has already been accepted, not to supply the affected Goods to you. In the event of this happening, we will notify you about this using the Contact Information that you have provided to us.
If you need to change an order, please contact our customer service using the Contact Information. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Goods, the timing of supply or anything else that will be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
Delivery of Goods
During the order process we will let you know when and where we will provide the Goods to you.
We may charge a delivery fee. The delivery fee can depend on the number of Goods, the type of Goods, their weight, volume and whether you want delivery to a collection point or to a specified address. Depending on freight alternatives, freight costs and delivery times may also vary. We do not guarantee that all freight alternatives are available at the agreed destination of delivery. Foodora may decide on which freight alternative that shall be used to perform the transportation of the Goods to you.
Delivery dates are estimates, unless we have agreed in writing to deliver Goods on a fixed date. Our delivery is conditional upon your fulfillment of your obligations under these Terms and other agreements with us.
The delivery time shall not begin until we have received all necessary information from you and the payment obligations agreed upon have been fulfilled.
We are entitled to perform partial deliveries.
Before the delivery of the Goods, you shall ensure that there is sufficient access and space for the delivery of the Goods. This includes ensuring that any staircases and lifts provide access and are suitable for the delivery. It is your responsibility to clear the area where the delivery is taking place from fragile objects which could be damaged during the delivery.
If for any reason we are unable to contact you using the contact details you have provided, we may treat the order as canceled and notify you of this by email.
We may ask you to return any pallet or other to us or require you to make pallets available for collection by us.
Title and risk of the Goods shall pass to you when delivery of the Goods is complete.
Failure to deliver or collect Goods
If a failure to perform a delivery is due to Force Majeure or any other event that we are not responsible for, the time of delivery shall be extended with a period corresponding in length to the event that has caused the delay plus a reasonable start-up period.
If our ability to deliver the Goods to you is prevented or delayed by any failure by you to fulfill any of your obligations in these Terms or other agreements between you and us (“Your Default”), we will be entitled to suspend the delivery of the Goods until you remedy Your Default, and to rely on Your Default to relieve us from the delivery of the Goods. In the event of failure to perform a delivery because of Your Default, Foodora is entitled to charge you a fixed fee of 399 SEK.
Under certain circumstances, Your Default may entitle us to terminate the Contract under the terms set out further below (“Termination”) and it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
The Buyer shall be liable for all costs, expenses and loss that might arise in the event that the Buyer does not collect the Goods on the agreed date and at the agreed place of delivery. In such an event or in an event of Your Default, we are entitled to, within 14 days after written notice to you, resell the Goods that you have failed to collect or that we, because of Your Default, have failed to deliver to you.
PRICES AND PAYMENT
The price of the Goods that the Buyer is obliged to pay is set out in the Partner Portal. Depending on what the Parties agree on, the Buyer may be liable to pay for other costs, expenses and charges such as packaging and transportations.
Our prices indicate whether or not the prices are exclusive or inclusive of VAT. The Buyer shall be liable to pay VAT at the prevailing rate.
It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. If the correct price for the Goods is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or canceling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as canceled and notify you thereof in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
Payment for the Goods will be made by us reducing the amount we owe you by way of offsetting. We may also demand payment by other means than offsetting.
We are entitled to perform a credit check when we in our sole discretion deem this as needed.
If we have agreed that payment shall be performed in any other way than offsetting, you agree to pay within the set time for the agreed payment method. We have the right to shut down your Account until you have paid for all the charges incurred by you. Payment after the due date can entail late payment fees and interest.
Canceling your order and obtaining a refund
You may cancel your order only with the written consent from Foodora, which we may withhold in our sole discretion.
A cancellation may be subject to payment of cancellation charges, such as lost earnings, wasted costs, administrative costs, and other costs incurred by us as a result of the cancelation. In the event that we are obliged to pay a refund, such refund will be paid within 14 days of us notifying you about our decision to refund.
If you wish to cancel the order, you shall contact us using the Contact Information.
Foodora’s right to suspend deliveries and terminating the Contract with you
Without limiting any of our other rights, we may suspend the delivery of any Goods ordered by you, or terminate the Contract with immediate effect by giving written notice to you, if:
- you commit a material breach of any term of the Contract and, if such a breach is remediable, fail to remedy that breach within 14 days of you being notified in writing to do so;
- you fail to pay any amount due under the Contract on the due date for payment;
- you are declared bankrupt, go into liquidation, corporate reorganization (Sw. företagsrekonstruktion) or composition proceedings (Sw. ackord), have suspended payments or are (or is reasonably expected to become) insolvent;
- you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- your financial position deteriorates to such an extent that your capability to adequately fulfill your obligations under the Contract has, in our opinion, been placed in jeopardy.
The Seller offers the Goods to companies and other legal entities. You warrant that you are authorized to enter into these Terms on the behalf of the legal entity as well as using all Functions.
These Terms constitute the entire agreement between the Parties in relation to the Functions. You warrant that the persons (e.g. employees and representatives) you authorize to create Accounts and use the Functions, have read and understand the Terms. You are at all times responsible for your, and the authorized persons’, use of Functions under these Terms.
Your responsibility when ordering the Goods
It is your responsibility to ensure the following:
- That the terms of your order are complete and accurate;
- That you cooperate with us in all matters relating to the Goods;
- That you provide us with the information and materials we may reasonably require in order to supply the Goods, and ensure that such information is complete and accurate in all material respects;
- That you are available for us to reach concerning your order of the Goods or the delivery of the Goods. This includes being available in relation to any such partner that Foodora may use when providing and delivering the Goods to you;
- That you perform inspections and testing of the Goods upon arrival at the place of delivery so that you may inform us of your complaints about the Goods. Any defect, apparent upon reasonable inspection, shall be notified to us within 14 days from the date of delivery. If the Buyer does not reject the Goods/notify us in accordance with this clause, the Buyer has waived its right in that respect and the Seller shall not be responsible for any such defects that the Buyer should have notified us of;
- That you comply with all applicable laws, including health and safety laws; and
- That you are aware of the proper way in which the Goods should be stored.
If the Goods are manufactured in accordance with a specification supplied by you, you shall indemnify us against all liabilities, costs, expenses, damages and losses suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with our use of your specification, including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses. This clause shall survive Termination of these Terms.
Use of the Functions
When you use the Functions, you must always comply with all applicable laws, regulations and public orders. You shall not access the Site or the App other than through interfaces provided by us and as otherwise expressly authorized under these Terms. You may not use the Functions in a manner contrary to our, or any third party's, rights and interests. You agree to comply with all instructions and recommendations provided by us from time to time.
You agree to be responsible for all activities that occur under your Account. Credentials for your Account must be kept secure at all times and you are forbidden to share data relating to your Account with any third parties. Should you suspect that your Account or your credentials have been or are being used by a third party, you must contact us immediately by using the Contact Information.
You also agree not to:
- Defame, abuse, harass, threaten or otherwise violate the legal rights of any third party or us;
- Publish, post or in any other way express any material or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, politically slanted, indecent or unlawful;
- Contribute to destructive activities such as dissemination of viruses, spam or any other activity that might harm us, the Site and/or the App in any way;
- Monitor the Functions' availability, performance or functionality for any competitive purpose, meaning for example that you agree not to access the Functions for the purpose of developing or operating a competitive product or service or copying the Functions' features or user interface; or
- Resell or in any way redistribute results generated in the Site and/or the App or use the Functions in order to create a competing service or product.
We may have to suspend the supply of any of the Functions to:
- Deal with technical problems or make minor technical changes; or
- Update changes to the Functions to reflect changes in applicable laws and regulatory requirements.
Foodora is entitled to decline or adjust an order from you and shut down your Account in the event that you provide us with untrue, inaccurate, or incomplete information when creating your Account. This shall also apply if the Buyer fails to comply with these Terms, for example if you have not paid for the Goods in time, or other mandatory provisions by law. Upon occurrence of any of these events, the Seller will contact you and request that you remedy your breach of these Terms.
Your provision of content
The App includes functions for uploading and storing of files and other information provided or created by you ("Uploaded Content"). You are responsible for all distribution of Uploaded Content.
By adding Uploaded Content to the App, you warrant that you are either the owner of the uploaded Uploaded Content or entitled to manage the Uploaded Content in such a way and that the Uploaded Content or your use of the Uploaded Content in no way violates any applicable legislation. We will not supervise whether any Uploaded Content is lawfully uploaded or distributed through the App.
By adding Uploaded Content to the App, you are aware that, depending on the settings of your Account, Uploaded Content might be shared with others. We are not liable for any loss of Uploaded Content and we advise you to always keep your own backup of Uploaded Content. We do not take any responsibility with regards to the validity of Uploaded Content provided or created by you.
Our liability to you will be limited as follows:
We shall not be liable to you, whether in contract, breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
Our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for Goods under the applicable order/contract.
Defects and delays
We are not responsible for delays and defects due to Force Majeure. If our suppliers are delayed due to Force Majeure, we will contact you as soon as possible to let you know and we will take necessary measures to minimize the effect of the delay. Provided that we do this, we will not be liable for defects and delays caused by the Force Majeure event, but if there is a risk of substantial defect or delay you may contact us to end the agreement and receive a refund for any services you have paid for but not received.
The Parties undertake to treat all Confidential Information they receive as confidential, to safeguard it accordingly and to not disclose it to any other person without the prior written consent of the disclosing Party, and to not use or exploit the disclosing Party's Confidential Information in any way except for the purposes anticipated under these Terms or the Contract.
The Parties agree and acknowledge that the Confidential Information may be used solely for the fulfillment of the obligations under these Terms and not for any other purpose.
The confidentiality undertaking above shall not apply to any Confidential Information that the receiving party can establish is or becomes available to the public otherwise than by breach of this Agreement or any other confidentiality undertaking.
Each Party also undertakes to ensure that any information disclosed under this section, to the extent possible, shall be treated confidentially by anyone receiving such information.
MODIFICATION OF THE TERMS
We may modify these Terms at any time. You are responsible for keeping yourself informed of any changes to these Terms. In the event of changes which are not minor and may affect you, you will be notified via email or the App. The latest version of these Terms will be available on the Site. Amendments to these Terms become effective the business day following the day they are posted.
All new functionalities, features and content introduced and added to the Functions, the Site or the App will be subject to what is stipulated in the Terms.
COMPLAINTS, NOTICES AND SUPPORT
If you have any complaints, please contact us by using the contact information below.
Telephone number: +46 8-506 001 00
Email address: firstname.lastname@example.org
PROPERTY AND INTELLECTUAL PROPERTY RIGHTS
The Site and the App are owned and operated by Foodora. All copyrights, trademarks, trade names, logos and other intellectual or industrial property rights held and used by us as well as those presented in the Functions (including titles, graphics, icons, scripts, source codes etc.) are our property or third party licensors' property and must not be reproduced, distributed, sold, used, modified, copied, limited or used (in whole or in part) without our written consent.
Respect for our property
You must not tamper with, attempt to gain unauthorized access to, modify, hack, repair or otherwise adjust any of our material, hardware, source-codes or other information for any purposes.
Respect for our intellectual property
The Functions and other information, including all associated intellectual property rights, provided and made available by us, remain our exclusive property. You may not use our exclusive property for commercial or any other purposes without our written consent.
GOVERNING LAW AND DISPUTES
Swedish law shall apply to these Terms.
Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish, unless the parties have agreed otherwise. The SCC shall appoint the arbitrators. All arbitral proceedings shall be kept strictly confidential.